GHL System Berhad Annual Report 2017

ANNUAL REPORT 2017 31 CORPORATE GOVERNANCE OVERVIEW STATEMENT The Board of Directors (“Board”) of GHL Systems Berhad (“GHL” or “the Company”) recognises that maintaining good corporate governance is critical to GHL and its subsidiaries’ (“the Group”) long-term sustainable business growth and for the safeguard and enhancement of shareholders’ interest. The Board is committed to continuously strive for the highest standards of corporate governance in cultivating a responsible organisation that adopts practices in accordance to the Principles and Recommendations of the Malaysian Code on Corporate Governance 2017 (“MCCG”) and the relevant provisions in the Bursa Malaysia Securities Berhad (“Bursa”) Main Market Listing Requirements (“MMLR”). The Board reviews and enhances the Group’s corporate governance standards on a continuous basis to ensure that its business and affairs are in strict adherence to the doctrine and principles of good corporate governance; such as integrity, transparency, accountability and responsible business conduct. The Board evaluates and, where appropriate, implements relevant proposals to ensure that the Group continues to maintain good corporate governance. The Board is pleased to report to the shareholders the manner in which GHL has applied the Principles and Recommendations of MCCG and Bursa’s MMLR during the financial year 2017 (“FY 2017”). ESTABLISH CLEAR ROLES & RESPONSIBILITIES Board Charter A Board Charter (the “Charter”) that clearly sets out the role, functions, composition, operation and process of the Board was adopted by the Board in 2012. The Charter ensures that all Directors are aware of their duties and responsibilities as Board members. It acts as a source of reference and primary induction literature for prospective Board members and Senior Management on good corporate governance. It also acts as a guideline to assist the Board in assessing its collective performance and that of each individual Director. The Board Charter will be reviewed at least annually to ensure consistency with the Board’s objectives and responsibilities and adherence to the relevant rules and regulations as well as latest standards or guidelines of corporate governance. The Charter is accessible to the public on the Company’s official website at www.ghl.com and any update thereof will be uploaded to the website accordingly. Roles and Responsibilities The Charter delineates the functions of the Board and the Management while maintaining a symbiotic relationship between the two groups, enabling effective execution of their respective roles and responsibilities. The Board’s principal focus is the overall strategic direction, development and control of the Group in an effective and responsible manner. The Board is constantly mindful of safeguarding the interests of shareholders in discharging its stewardship and duties. Followings are the Board’s core responsibilities:- • Review and approve the Group’s strategic plan to build a sustainable business; • Oversee and evaluate the Group’s business conduct, including the smooth functioning of core processes; • Identify principal risks and ensure implementation of appropriate systems and processes to manage these risks; • Monitor succession planning, including appointing, training, fixing the compensation of and, where appropriate, replacing key management; • Maintain an effective investor relations programme; and • Review the adequacy and integrity of the Group’s internal control systems. The Board has delegated certain responsibilities to dedicated Board Committees with clear Terms of Reference (“TOR”) to discharge these responsibilities more effectively. Code of Conduct and Ethics The Board acknowledges and emphasises the importance for all Directors and Employees to embrace the highest standards of corporate governance practices and ethical standards. In view of this, the Board has formalised ethical standards and systems of compliance through the Company’s Code of Ethics and Conduct. These codes, which are reviewed annually, are aimed to emphasise the Company’s commitment to ethical practices, compliance with applicable laws and regulations, use of confidential information and retention of records. The Company’s Code of Ethics and Conduct is available on the Company’s official website at www.ghl.com.